In relation to the Meeting, the Board of Directors has conducted the following disclosures:

Transcription

1 ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE FINANCIAL YEAR 2015 OF PT ADIRA DINAMIKA MULTI FINANCE TBK PT AdiraDinamika Multi Finance Tbk (the Company ) hereby announces to the Shareholders that the Company convened the Annual General Meeting of Shareholders (the Meeting ) on Wednesday, May 18, 2016 at 09:00a.m. to 10:45a.m. (West Indonesia Time), located at SasonoMulyo 3, Lobby Level, HotelLe Meridien Jakarta, Jl. JenderalSudirmanKav.18-20, Jakarta. In relation to the Meeting, the Board of Directors has conducted the following disclosures: 1. Notification Letter to OtoritasJasaKeuangan (the Indonesia Financial Services Authority) regarding the Company s plan to convene the Meeting on April 4, 2016; 2. Announcement of the Company s Plan to convene the Meeting on April 11, 2016 in Investor Daily Indonesia newspaper as well as uploading the announcement to the Company s website same date; 3. Invitation to attend the Meeting, dated April 26, 2016 in Investor Daily Indonesia newspaper as well as uploading the announcement to the Company s website in the same date; 4. Announcement, Invitation, Description of the Meeting agenda and other materials of the Company s Meeting to the PT Bursa Efek Indonesia s website, through the IDXNet reporting system; and 5. Uploading the profiles of candidatesfor members of the Board of Commissioners and other materials tothe Company s website on Tuesday, April 26, The Meeting was chaired by Djoko Sudyatmiko, Commissioner concurrently serving as Independent Commissioner of the Company, in accordance with Article 23, paragraph 1 of the Articles of Association and the Circular Resolution of the Board of Commissioners in Lieu of Resolutions Adopted at a Meeting of the Board of Commissioners of PT AdiraDinamika Multi Finance Tbk dated April 20, The Meeting was attended by all members of the Board of Directors, all the members of the Board of Commissioners, all members of the Sharia Supervisory Board and the majority of the members of the Audit Committee of the Company as follows: Board of Commissioners 1. Sng Seow Wah, President Commissioner 2. Djoko Sudyamiko, Commissioner, concurrently as Independent Commissioner 3. Eng Heng Nee Philip, Commissioner, concurrently as Independent Commissioner 4. Loh Niap Juan, Commissioner 5. Vera Eve Lim, Commissioner Audit Committee 1. EngHeng Nee Philip, Chairman 2. Djoko Sudyatmiko, Member Board of Directors 1. Willy Suwandi Dharma, President Director 2. Marwoto Soebiakno, Vice President Director 3. Hafid Hadeli, Director 4. Ho Lioeng Min, Director 5. I Dewa Made Susila, Director 6. Cornel Hugroseno, Director 7. Swandajani Gunadi, Director Sharia Supervisory Board 1. Prof. DR. H. Faturrahman Djamil, MA, Chairman 2. DR. H. Noor Ahmad, MA, Member 3. DR. Oni Sahroni, MA, Member The Company has: (i) appointed P. SutrisnoA. Tampubolon, SH, MKN as Public Notary and PT AdimitraJasaKorporaas the Share Administration Bureau to calculate the quorum and voting tabulation; and (ii) provided an opportunity to the shareholders to submit questions and/or opinionsonthe agenda discussed, whereas therewas1personwho raised a question and/or opinion regardingthe first agendaof the Meeting. In accordance with Shareholders Registry as of April 25, 2016, the shareholders who are entitled to attend,or to be represented, amounted to 1,000,000,000shares. The shareholders or the proxies who attended the Meeting represented962,984,988 shares or ± 96.30%of the total issued and paid up shares by the shareholders.therefore, this fulfilled thequorum requirements for taking resolutions, which are: more than 1/2 (one half) of the total shares issued by the Company with

2 valid voting rights for the first agenda up to the sixth agenda of the Meeting and at least 3/4 (threefourth) of the total shares issued by the Company with valid voting rights for the eighth agenda of the Meeting. Therefore, the Meeting was legitimately held and took the following resolutions: AGMS: First Agenda 1. to approve the Company s annual report for the fiscal year ending on December 31, 2015; 2. to ratify the Company s financial statements for the fiscal year ending on December 31, 2015, audited by Public Accounting Firm of Purwantono, Sungkoro & Surja, member of Ernst & Young Global Limited as stated in the Independent Auditors Report dated January 14, 2016, Number RPC-256/PSS/2016 which obtained unqualified opinion; 3. to ratify the supervisory report of the Company s Board of Commissioners for the fiscal year ending on December 31, 2015; and 4. to grant full discharge and release of responsibility ( volledig acquit et décharge )to: (i) the Company s Board of Directors for their duties and responsibilities to manage and represent the Company; (ii) the Company s Board of Commissioners for their duties and responsibilities to supervise and advise, to assist, and to give approval to the Company s Board of Directors; and (iii) the Company s Sharia Supervisory Board for their duties and responsibilities to ensure the sharia aspects in the implementation of the Company s business activities that conform to the Sharia Principles and to provide advices and feedbacks to the Company s Board of Directors, all of which have been carried out in the fiscal year ending on December 31, 2015, insofaras the implementation of their duties and responsibilities is reflected inthe Company s annual report for the fiscal year ending on December 31, Total Majority Votes and Affirmative Votes: 923,644,840shares Total Abstentions: 0shares or0% Second Agenda To approve the use of Company s net income for the 2015 fiscal year amounting to Rp664,835,923,258 [six hundred sixty-four billion, eight hundred thirty-five million, nine hundred twenty-three thousand, two hundred and fifty-eight Rupiah] with the following details: 1. Around 1% (one percent) of the net income or Rp6,648,360,000 (six billion six hundred forty-eight million, three hundred and sixty thousand Rupiah) is allocated for Reserve Fund, which currently amounts to Rp114,626,285,748 (one hundred fourteen billion, six hundred twenty-six million, two hundred eighty-five thousand seven hundred and forty-eight Rupiah). Hence, the Company s total Reserve Fund amounts to Rp121,274,645,748 [one hundred twenty-one billion, two hundred seventy-four million, six hundred fortyfive thousand, seven hundred and forty-eight Rupiah]; 2. As much as Rp332.5 [three hundred thirty two point five Rupiah] per share or totaling Rp332,500,000,000 [three hundred thirty-two billion and five hundred million Rupiah], which is approximately 50% (fifty percent) of the Company s net income, shall be paid out as dividend for the 2015 fiscal year, with the following conditions: a. Dividendsshall be paid to the shareholders whose namesarelisted in the Shareholders Register as of May 30, 2016, at 4 (four) pm of Western Indonesian Time (hereinafter shall be referred to as Date of Listing ), and paid on June 17, 2016 (hereinafter shall be referred to as Date of Payment ); b. With regard to the dividend of 2015 fiscal year, the Board of Directors will deductdividend tax according to the applicable taxation regulations for the shareholders; c. the Board of Directors is granted power and authority to determine matters concerning or relating to the dividend payment of the 2015 fiscal year; 3. The remaining unappropriated net income of the Company, which amounts to Rp325,687,563,258 [three hundred twenty-five billion, six hundred eighty-seven million, five hundred sixty-three thousand, two hundred and fifty-eight Rupiah] will be recorded as the Company s Retained Earnings. Total Majority Votes and Affirmative Votes: 923,644,840shares Third Agenda It was reported that the Company has implemented PSAK 24 (Revised 2013) whichis generally applicable for

3 the entire Company, effective for the financial statements of the period beginning on or after January 1, 2015 and implemented retroactively. Fourth Agenda To appoint AriefSomantri as the Public Accountant and Purwantono, Sungkoro&Surja, member of Ernst & Young Global Limited, as the Public Accounting Firm registered at Financial Services Authority, to audit the Company s financial statements for the 2016 fiscal year with audit fee amounted of Rp719,740,000 excluded tax and out of pocket expense. Total Marjority Votes and Affirmative Votes: 923,644,840shares Fifth Agenda 1. a. determination of the amount of tantiem to be distributed to the Board of Directors for the 2015 fiscal year, amounting to Rp14,167,333,774 [fourteen billion, one hundred sixty-seven million, three hundred thirty-three thousand seven hundred and seventy-four Rupiah], including taxes; and b. to determine the amount of salary and allowance for all members of the Company s Board of Directors for the 2016 fiscal year, amounting to Rp37,085,637,790 [thirty-seven billion, eighty-five million, six hundred thirty-seven thousand, seven hundred and ninety Rupiah], tax included; and c. to approve the granting of authority to the Company s Board of Commissioners to determine the distribution of salary and allowance for the 2016 fiscal year, as well as tantiem/bonus for the 2015 fiscal year for each member of the Company s Board of Directors based on the recommendations from the Nomination and Remuneration Committee Number 003/ADMF/KNR/IV/16, dated April 20, 2016; 2. a. to determine the amount of tantiem/bonus to be distributed to the Company s Board of Commissioners for the 2015 fiscal year, amounting to Rp367,642,800 [three hundred sixty-seven million, six hundred forty-two thousand and eight hundred Rupiah], tax included; b. to determine the amount of salary or honorarium and allowance for all members of the Company s Board of Commissioners for the 2016 fiscal year amounting to Rp3,859,328,836 [three billion, eight hundred fifty-nine million, three hundred twenty-eight thousand eight hundred thirty-six Rupiah], tax included; and c. to authorize the Company s President Commissioner to determine the distribution of salary or honorarium and allowance for the 2016 fiscal year, as well as distribution of tantiem/bonus for the 2015 fiscal year for each member of the Company s Board of Commissioners based on the recommendations from the Nomination and Remuneration Committee Number 002/ADMF/KNR/IV/16, dated April 20, 2016; and 3. to approve the granting of authority to the Company s Board of Commissioners to determine the salary or honorarium and/or allowance for the 2016 fiscal year for each member of Company s Sharia Supervisory Board based on Nomination and Remuneration Committee recommendation Number 004/ADMF/KNR/IV/16, dated April 20, Total Majority Votes and Affirmative Votes: 923,644,840shares Sixth Agenda 1. a. to honorably dismiss EngHeng Nee Philip from his position as Commissioner/concurrently as Independent Commissioner and appoint EngHeng Nee Philip as Commissioner of the Company, effective since the close of this Meeting; and b. to approve the appointment of KrisnaWijaya as Commissioner/concurrently as Independent Commissioner, effective as of the close of the Meeting, for the remaining term of office of the current member of the Board of Commissioners of the Company. Therefore, the composition of the Company s Board of Commissioners is as follows: President Commissioner : Sng Seow Wah Commissioner/concurrently as Independent Commissioner : Djoko Sudyatmiko (*) Commissioner/ concurrently as Independent Commissioner : Krisna Wijaya (**) Commissioner : Eng Heng Nee Philip

4 Commissioner : Vera Eve Lim Commissioner : Loh Niap Juan (*) Independent Commissioner in accordance with the provisions offinancial Services Authority regulation No. 33/POJK.04/2015 on the Board of Directors and Board of Commissioners of Issuers or Public Companies; (**) - Independent Commissioner in accordance with the provisions of Financial Services Authority Regulation No.30/POJK.05/2014 on Good Corporate Governance for Multifinance Companies; - effective since the closeof the Meeting. With a term of office that will end at the close of Annual General Meeting of Shareholders forthe fiscal year ended December 31, 2017, which shall be heldno later than June 2018, without prejudice to the rights of General Meeting of Shareholders to dismiss the Commissioners at any time; and 2. to authorize the Board of Directors of the Company to state the resolutions of this Meeting in a Notarial deed; to access the Legal Entity Administration System; to submit notification of changes in the Company s data to the Minister of Law and Human Rights of the Republic of Indonesia to obtain receipt of notification of change in the Company s data as stated in Article 111 paragraph (7) of Law of Limited Liability Companies; and to register the Company in the Compulsory Register of Companies. Total Majority Votes and Affirmative Votes: 923,644,840shares None none 923,644,840shares Seventh Agenda 1. to give approval to the Board of Directors to transfer and/or pledgethe Company s assets in the form of the Company s receivables amounting to more than 50% (fifty percent) but not exceeding 400% (four hundred percent) of the total net assets of the Company, in order to guarantee payment of Bonds that will be issued by the Company as well as other payables so long as: a. joint assets between the Company and PT Bank Danamon Indonesia Tbkarenot included in the pledgedassets; and b. The Gearing Ratio shall not exceed 6.5x (six point five times) of total net assets based on the most recent financial statements audited by a Public Accounting Firm, with thecondition that if the Gearing Ratio reaches 6x (six times) of total equity, the Board of Directors of the Company is obliged to obtain approval from the Board of Commissioners and the Majority Shareholders; 2. the actions do not violate terms and conditions stipulated in agreements between the Company and third parties; and 3. to grant the authority to the Board of Directors to take any action deemed necessary in connection with the pledging of the Company sreceivables/billings, including but not limited to signing a deed of fiduciary in the presence of a Notary. Total Majority Votes and Affirmative Votes: 923,644,840shares Eighth Agenda, Reported to the Meeting: Realization of the use of proceeds from Bonds issuance of the Company is as follows: 1. Adira Finance Continuous Bonds III Phase I Year 2015: - Total Proceeds of the Bond Offering : Rp979,000,000,000; - Cost of Bonds Offering : Rp5,100,000,000; - Liability : Rp973,900,000,000; - Proceeds from the Bond Offering up tojuly 30, 2015 that have been used for automotive consumer : Rp973,900,000,000 Therefore, the remaining bond proceeds amounts to is Rp0 (zero Rupiah) or has been entirely used. The bondproceedshave been usedasstated in the prospectus and has been reported by the Company to the Financial Services Authority on July 30, 2015 through letter no. 142/ADMF/CS/VII/ Adira Finance Continuous Bonds III Phase II Year 2015:

5 - Total Proceeds of the Bond Offering : Rp1,437,000,000,000; - Cost of Bonds Offering : Rp5,206,000,000; - Liability : Rp1,431,794,000,000; - Proceeds from the Bonds Offering up toseptember 14, 2015 that have been used for automotive consumer : Rp1,431,794,000,000 Therefore, the remaining bond proceeds amountsis Rp0 (zero Rupiah) or has been entirely used. The bond proceeds have been usedas statedin the prospectus and has been reported by the Company to the Financial Services Authority on September 14, 2015 through letter no. 166/ADMF/CS/IX/ Adira Finance Phase Continuous Bonds III Phase III Year 2016: - Total Proceeds of the Bond Offering : Rp1,101,000,000,000; - Cost of the Bond Offering : Rp3,259,000,000; - Liability : Rp1,097,741,000,000; - The Proceeds from the Bond Offering up tomarch 24, 2016that have been used for automotive consumer : Rp1,097,741,000,000 Therefore, the remaining bond proceedsis Rp0 (zero Rupiah) or has been entirely used. The bond proceeds have been usedas stated in the prospectus and has been reported by the Company to the Financial Services Authority on March 24, 2016 through letter no. 060/ADMF/CS/III/ Adira Finance Continuous SukukMudharabah II Phase I Year 2016: - Total Proceeds ofthesukuk Offering: Rp1,101,000,000,000; - Cost of the Sukuk Offering : Rp3,259,000,000; - Liability : Rp1,097,741,000,000; - The Proceeds from the Sukuk Offering up to July 30, 2015that have been usedfor automotive consumer : Rp1,097,741,000,000 Therefore, the remaining proceeds from themudharabah Bonds is Rp0 (zero Rupiah) or has been entirely used. The Use of the SukukMudharabahproceedsis as stated in the prospectus and has been reported by the Company to the Financial Services Authority on July 30, 2015 through letter no. 143/ADMF/CS/VII/15. Explanation: 1) In accordance with Article 24 paragraph 10 of the Articles of Association: "Shareholders with voting rights who present at a GMSbut do not vote or abstain are considered to have voted in accordance with the majority shareholder vote. Jakarta, May 20,2016 PT Adira Dinamika Multi FinanceTbk Board of Directors